EXCELLENCE.SUSTAINED.

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1 EXCELLENCE.SUSTAINED. ACQUISITION OF WEXFORD LIFE SCIENCE AND MEDICAL REAL ESTATE LEASED BY LEADING UNIVERSITIES, ACADEMIC MEDICAL CENTERS AND RESEARCH COMPANIES JULY 2016

2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on management s beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to: (a) the ability and willingness of the Company s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold the Company harmless from and against various claims, litigation and liabilities; (b) the ability of the Company s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company s success in implementing its business strategy and the Company's ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or a lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company s seniors housing communities and medical office buildings are located; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company s borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Company s tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) the Company s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (j) the ability and willingness of the Company s tenants to renew their leases with the Company upon expiration of the leases, the Company s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant or manager, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant or manager; (k) consolidation activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor s investment in, one or more of the Company s tenants, operators, borrowers or managers or significant changes in the senior management of the Company s tenants, operators, borrowers or managers; and (l) the other factors set forth in the Company s periodic filings with the Securities and Exchange Commission. 1

3 TRANSACTION OVERVIEW ACQUISITION OF HIGH-QUALITY LIFE SCIENCE AND MEDICAL REAL ESTATE LEASED BY LEADING UNIVERSITIES, ACADEMIC MEDICAL CENTERS AND RESEARCH COMPANIES Ventas to acquire substantially all of the university-affiliated life science and medical real estate of Wexford Science & Technology ( Wexford ) from affiliates of Blackstone Real Estate Partners VIII L.P. Transaction Description o 23 operating properties representing 4.1 million square feet (91% of total) o 2 development properties providing near-term growth and 9 development sites principally contiguous to existing assets Ventas will enter into a management and exclusive pipeline agreement with Wexford o Wexford will be independently owned and operated by its experienced, existing management team o Pipeline of near term, attractive investment opportunities Total transaction consideration of $1.5 billion plus $33 million of assumed liabilities o $1.4 billion for the 23 operating properties, representing a 2017 estimated cash yield of 6.8% 1 Valuation o $88 million for the 2 development properties, representing an estimated stabilized yield of 7.5% 1, inclusive of post-closing capital funding o $50 million for the 9 development sites Purchase price implies value per square foot of $339 for the operating properties Transaction estimated to be $0.07-$ accretive to normalized FFO per share in 2017 on leverage Ventas Impact neutral basis Pro Forma, acquired properties will represent approximately 5% of Ventas s total NOI Cash NOI in 2017 expected to be $94.6 million The acquisition will increase Ventas s NOI contribution from private pay assets to 84% Timing Anticipated to close in fourth quarter of 2016 subject to satisfaction of customary closing conditions 1 There can be no assurance that this estimate will be achieved 2

4 STRATEGIC AND FINANCIAL BENEFITS Consistent with Ventas s strategy of driving reliable income and growth from a diversified portfolio Adds 25 new, high-quality properties with long-term leases to highly-rated tenants Establishes new platform for growth in attractive, institutional life science space with aligned expert team Accretive transaction on a leverage neutral basis at an attractive valuation Enhanced sustainability profile Reinforces Ventas s position as the premier capital provider at the intersection of healthcare and real estate 3

5 Operator Mix Asset Mix THE ACQUISITION WILL ENHANCE VENTAS S DIVERSIFICATION AND ADD A PLATFORM FOR GROWTH Ventas Current Ventas Pro Forma SHOP 31% Loans & Other 6% SNF 4% SH - NNN 26% SHOP 30% Loans & Other 6% SNF 4% SH - NNN 25% Acute Care Hosp. 5% Specialty Hosp. 8% MOB 20% Acute Care Hosp. 5% Specialty Hosp. 7% MOB 19% Acquired properties 5% Atria 19% Lillbridge 11% Atria 18% Lillibridge 11% All Other 26% Kindred 9% Sunrise 9% All Other 25% Kindred 9% Sunrise 9% Holiday 3% PMB 4% Elmcroft 4% Brookdale 9% Ardent 6% Holiday 3% PMB 3% Elmcroft 4% Brookdale 8% Ardent 5% Wexford 5% Private pay: 83% Private pay: 84% Note: All percentages based on 1Q16 annualized NOI 4

6 THE VENTAS ADVANTAGE ENSURING EXCELLENCE. SUSTAINED. PEOPLE OUR PEOPLE OUR PROCESSES OUR CULTURE ADVANTAGED REAL ESTATE ASSETS IN ATTRACTIVE MARKETS PROPERTIES ADVANTAGE PLATFORMS LEADING OPERATORS ACROSS THE SITES OF CARE Disciplined capital allocation to create value for shareholders while maintaining balance sheet strength 5

7 PEOPLE HIGH-QUALITY OPERATING PORTFOLIO WITH INSTITUTIONAL-QUALITY TENANTS PROPERTIES PLATFORMS Class A Operating Properties 4.1 million square feet of purposebuilt real estate with average age of 6 years Located on or contiguous to major campuses 13 LEED-certified buildings High Quality Properties Excellent Amenities for Tenants New Relationships with Institutional-Quality Tenants Note: Statistics represent 23 operating properties 6

8 ADDITIONAL GROWTH FROM NEAR-TERM DEVELOPMENT PROPERTIES PROPERTIES PEOPLE PLATFORMS The Chesterfield W.F. Innovation Quarter Bailey Power Plant Property University Endowment 1 Life sciences R&D spend 2 Location Duke (Durham, NC) $7.3 billion $868 million On-campus Wake Forest (Winston Salem, NC) $1.2 billion $172 million Adjacent to campus Square feet 286K 111K Tenants Duke University Wake Forest Opening / endowments; National Association of College and University Business Officers and Commonfund Institute data from National Science Foundation 7

9 PEOPLE LONG-TERM RELIABLE CASH FLOW GROWTH PROPERTIES PLATFORMS Excellent Credit Profile (by revenue) Other 27% Excellent credit tenants 73% Universities w/ avg. Aa2 rating 67% $1bn+ mkt cap 26% Investment grade 7% Attractive Lease Rollover Profile (by sq. ft.) Weighted average lease term of 10 years with 2% fixed annual rent escalators 77% <10% maturing by % 2% 5% 9% (>$40 PSF is mostly Boston and Seattle) 4% Thereafter 8

10 ADVANTAGED REAL ESTATE CONTIGUOUS TO UNIVERSITY AND MEDICAL CAMPUSES PEOPLE PROPERTIES PLATFORMS Downtown Crossing 100 College Street Wake Forest Innovation Quarter Biotech Place New Haven 100% 501K SF Winston-Salem Wake Forest 100% 242K SF Downtown Crossing 300 George Street ucity Square 3737 Market Street New Haven Yale 98% 480K SF Philadelphia UPenn 100% 224K SF University of Maryland BioPark UMB II Hershey Center for Applied Research Baltimore UMD Balt. 97% 237K SF Hummelstown Penn State 95% 81K SF Wake Forest Innovation Quarter and Cortex Innovation Winston-Salem Wake Forest 99% 476K SF St. Louis Wash U. 97% 203K SF U. Of M. Life Science & Technology Park University of Maryland BioPark UMB I Miami U. Miami 97% 259K SF Baltimore UMD Balt. 93% 77K SF 9

11 ENHANCES VENTAS S RELATIONSHIPS WITH LEADING UNIVERSITIES, ACADEMIC MEDICAL CENTERS AND RESEARCH COMPANIES PROPERTIES PEOPLE PLATFORMS Geographic Presence and University Affiliations MSA with Lillibridge presence Key Highlights for Leading Tenants Relationships with 11 top research universities which account for 10% of all university life science R&D spending Average university credit rating of Aa2 (49% of rev.) Top 10 Tenants by Revenue No. Tenant Sq. ft. (000s) Credit Rating / market cap 1 Wake Forest 661 Aa3 2 Alexion 517 $27bn 1 3 Yale 283 Aaa 4 Penn Medicine 268 Aa1 5 Univ. of Maryland 145 Aa1 6 Old Dominion 122 A1 2 7 Inmar 243 B2 8 Therapeutic Proteins 86 NR 9 Paragon 58 NR 10 Eisai, Inc. 169 $16bn 3 Total 2,552 1 Alexion is not rated; has market capitalization of $27 billion 2 Only rated by S&P; Moody s equivalent rating is displayed 3 Eisai is a Japanese company not rated by Moody s or S&P; has market capitalization of US $16 billion 10

12 WEXFORD OVERVIEW ESTABLISHES LIFE SCIENCE AND MEDICAL REAL ESTATE PLATFORM FOR GROWTH PROPERTIES PEOPLE PLATFORMS Business Highlights Unique Value Proposition Wexford is the leading real estate development company focused exclusively on partnering with universities, academic medical centers and research companies Management owned, 36 employees, vertically integrated History of growing portfolio and expanding university relationships Highly experienced senior team with proven track record Portfolio Growth (sq. ft. 000s) Focus on Universities Target Tenants Reliable, financially strong institutions Long-term commitment to space Drivers of innovation and economic activity Partnerships lead to opportunities for follow on projects (e.g. MOB, Hospital) Top tier universities and research companies as anchor tenants Tenants focused on biopharma R&D, outpatient surgery, life science innovation and education Substantial endowments and financial capabilities 900 CAGR: 31% 2,600 4,500 Target Real Estate Directly on or contiguous to campus centers Strategically important to university Innovative designs to create environments attractive to millennials Dense urban locations 2010A 2013A 2016PF 1 Includes 2 development properties 1 11

13 EXCLUSIVE PIPELINE FOR GROWTH PEOPLE PROPERTIES PLATFORMS Wexford is an established life science and medical real estate platform for growth Ventas experience successfully growing platforms Exclusive pipeline with Wexford creates significant channel for long-term growth Several existing development projects provide opportunities for near-term growth Atria ($ million investment) Lillibridge ($ million investment) $5,639 $5,185 $3,150 $717 2Q11 1Q16 3Q10 1Q16 12

14 TOTAL ADDRESSABLE MARKET OPPORTUNITY Growth Opportunities Large and fragmented market place o o $38 billion total university life science R&D spend across +100 universities Growing R&D spend to address increasing aging population and chronic illnesses Current tenants account for 10% of university life science R&D spend o o Strong tenant demand at existing universities fueling additional growth opportunities Opportunity for Ventas to expand to other leading universities Current Tenants 2014 R&D ($ million) Drexel, Old Dominion, IIT $88 Duke $868 U. of Penn $656 Current tenants, 10% Yale $640 Wake $4 billion in Forest Total $172 Penn State $250 Other potential tenants, 90% Miami $254 Maryland $382 Wash. U. $586 Total University Life Science R&D Spend $38 billion in Total Source: National Science Foundation 13

15 LIFE SCIENCE INDUSTRY EXPERIENCING CONTINUED GROWTH Overview University Life Sciences Research Spending Global life science R&D market is ~$200 billion in spend 12.3K drugs are in R&D pipelines, growing 5.3% since 2005 University life science is $38 billion market, growing 3.6% since 2005 Higher FDA approval rates & upcoming patent expirations have driven consistent growth in the R&D pipeline Large phama s record cash balances, demand for larger pipelines and a lack of organic growth continues to fuel M&A Demand driven by prevalence of chronic diseases, the leading source of hospital admits, mortality and healthcare cost Universities & Research institutions have increased R&D spending $28bn $4bn $15bn $9bn $38bn $6bn $21bn $12bn Biological sciences Medical sciences Other CAGR +3.6% +4.0% +3.7% +3.2% Biotech M&A Market ($ billions) Chronically Ill Individuals in US ($ millions) Pharma/Biotech M&A has grown at a +27% CAGR since 2012 $150bn $78bn $173bn $100bn Global Healthcare M&A Volume (deals below $10 billion) $259bn $210bn $158bn $131bn In 2015, 48% of US population has at least 1 chronic illness and 24% have at least Pharma/Biotech Services Medtech Source: Projection of Chronic Illness Prevalence and Cost inflation (Wu, Shin-Yi et al. 2000); National Science Foundation; CDA CDER Note: Latest data as of 2014; federal scientific research funding represents total funds that are committed by federal agencies to support sciencerelated research at higher education institutions across the U.S. 14

16 LIFE SCIENCES REAL ESTATE $50 BILLION MARKET Overview Life science is ~$50 billion of the $1 trillion healthcare real estate pie Life science facilities are highly specialized facilities used by life science and tech companies to conduct R&D Tenants include: pharmaceutical, biotech, medical device companies and academic/research institutions Market Sizing 39% Outpatient Facilities / MOBs Life Science / Biotech Facilities $50.0B $26.5B Hospitals 31% $1T Domestic RE Market 15% 10% 5% Post-Acute Facilities $4.4B $6.5B $11.1B $1.5B Private Pay Seniors Housing ARE BMR Wexford HCP Other 15

17 TRANSACTION HIGHLIGHTS SUMMARY Reliable income and growth Advantaged properties with leading tenants Best platforms Disciplined capital allocation: accretion and attractive valuation Environmental, social and governance leadership Reinforces Ventas s position as the premier capital provider at the intersection of healthcare and real estate 16